@vaadin/rich-text-editor 24.4.0-dev.b3e1d14600 → 24.4.0-rc2

package/LICENSE

@@ -1,1141 +1,3 @@
-Vaadin Commercial License and Service Terms
-
-Terms and Conditions for Use, Reproduction and Distribution
-
-NOTICE TO USER: PLEASE READ THESE VAADIN COMMERCIAL LICENSE AND SERVICE TERMS 
-CAREFULLY.
-
-BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE OR COMMERCIAL SERVICE, YOU 
-AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS 
-BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO 
-BIND YOUR COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT OR SERVICE, 
-AND DESTROY OR RETURN ALL COPIES OF THE PRODUCT.
-
-IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL 
-CAPACITY, THEN YOU ARE THE CUSTOMER. IF YOU ARE AGREEING TO THESE TERMS ON 
-BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE CUSTOMER.
-
-1. Definitions
-1.1. In these Commercial Terms, unless the context requires otherwise, the 
-following words and phrases shall have the following meanings:
-
-1.2. “Agreement” shall mean an accepted Order, SOW or other agreement document 
-that refers to and incorporates these Commercial Terms.
-
-1.3. “Authorized Application” shall mean a software application developed by 
-Customer using Licensed Software under a valid Runtime License.
-
-1.4. “Authorized User” shall mean Customer if Customer is a natural person; or 
-Customer’s employee or third-party consultant if Customer is a company and 
-Customer authorizes such employee or third-party consultant to Use Licensed 
-Software or use another item that is subject to a Subscription on behalf of 
-Customer within Customer’s internal operations.
-
-1.5. "Commercial Terms" shall mean these Vaadin Commercial License and Service 
-Terms.
-
-1.6. “Consulting” shall mean Services, by which Customer purchases Vaadin’s 
-professional expertise, either outside a Subscription or as part of Services 
-provided under a Subscription.
-
-1.7. "Customer" shall mean the customer who has executed the Agreement and 
-subscribed to or purchased Licensed Software and/or Services.
-
-1.8. “Customer Work Products” shall mean all Materials created by Vaadin for 
-Customer through performance of the Consulting, other than Vaadin 
-Non-Commercial Materials, Vaadin Commercial Materials and Pre-Existing 
-Materials.
-
-1.9. "Developer" shall mean a software developer, tester, designer or other 
-person developing a software application.
-
-1.10. “Effective Date” means the date when Vaadin has accepted Customer’s Order 
-for Licensed Products or Services, or when both Parties have signed an 
-Agreement by physical signature or electronic signature.
-
-1.11. “Intellectual Property Rights” shall mean all copyrights (including the 
-right to modify and assign such copyright), patents, utility models, designs, 
-trademarks, logos, domain names, inventions, improvements, trade secrets, 
-know-how and all other intellectual property rights (including any applications 
-or rights to the foregoing).
-
-1.12. "License" shall mean the right to Use Licensed Software in accordance 
-with the Agreement and in particular the limitations and other license type 
-related terms and conditions set out under Section 4 below.
-
-1.13. "Licensed Software" shall mean such computer software program(s), which 
-are provided by Vaadin to Customer under the terms and conditions of these 
-Commercial Terms, as well as any related updates and upgrades, and which are 
-identified in more detail in an Order or an Agreement.
-
-1.14. “Materials” shall mean all works of authorship, programs, software, code, 
-source code, system design, processes, tools, reports, manuals, supporting 
-materials, drawings, diagrams, flowcharts, business templates, documents, 
-materials, technology, trademarks, trade secrets, websites, modifications, 
-updates, enhancements, innovations (whether or not patented) and concepts.
-
-1.15. “Order” shall mean a written or electronic order document (an order form, 
-invoice, or similar document) entered into between Customer and Vaadin for 
-Licensed Software or Services. Unless an Order says something different, each 
-Order will be governed by the terms of these Commercial Terms and identify the 
-Licensed Software and/or Service to be delivered as well as any usage 
-limitations, applicable fees, and any other details related to the Subscription 
-or other transaction.
-
-1.16. "Parties/Party" shall mean Customer and Vaadin, or either of them.
-
-1.17. “Pre-Existing Materials” shall mean all Materials, which existed prior to 
-the Effective Date of an Agreement on Consulting, or which are thereafter 
-created independently of such Agreement, other than Vaadin Non-Commercial 
-Materials and Vaadin Commercial Materials.
-
-1.18. "Project" shall mean Customer’s software development project during which 
-the participating Developers Use Licensed Software and which aims to produce 
-Project Result.
-
-1.19. "Project Result" shall mean the outcome of the Project.
-
-1.20. “Service(s)” shall mean any services, information or products (other than 
-Licensed Software) that are supplied by Vaadin to Customer and that are defined 
-in the Agreement. Services may be provided as part of a Subscription or as 
-separately invoiced Consulting.
-
-1.21. “SOW” shall mean a statement of work documents that the Parties enter 
-into under the Agreement and that concerns Consulting. 
-
-1.22. "Subscription" shall mean a subscription in which Customer subscribes to 
-one or more of the following: (a) a right to use a Service, (b) a right to use 
-Vaadin Commercial Materials, or (c) a right to Use Licensed Software; all for 
-the agreed Subscription term and in accordance with the Agreement.
-
-1.23. “Supported Software” consists of the latest minor version of Vaadin 
-platform version 10, version 14 and all major versions starting from version 
-23, and second latest minor versions of Vaadin platform versions starting from 
-version 23, for a period described on vaadin.com website. The contents of each 
-Vaadin platform version is defined in the respective release notes. Supported 
-Software does not include pre-release versions, such as beta, alpha or release 
-candidate versions.
-
-1.24. “Support Hours” are between 7 am and 8 pm GMT from Monday to Friday, 
-except for the 1st of Jan, 6th of Jan, Good Friday, Easter Monday, 1st of May, 
-Ascension Day, Midsummer eve, 6th of Dec and 24–26 of Dec. GMT+1 Summer Time is 
-used between the last Sunday of March and the last Sunday of October.
-
-1.25. "Use Licensed Software" shall mean using Licensed Software either in 
-object code form or source code form or using Licensed Software as a part of an 
-automation test suite or an automated build process.
-
-1.26. “Vaadin” shall mean the Vaadin company who has executed the Agreement. If 
-Customer’s domicile is in the United States, such Vaadin company shall be 
-Vaadin, Inc., located at 405 El Camino Real, Menlo Park, CA 94025, United 
-States. If Customer’s domicile is outside the United States, such Vaadin 
-company shall be Vaadin Ltd (Finnish Business ID 1613563-9), located at 
-Ruukinkatu 2–4, FI-20540 Turku, Finland.
-
-1.27. “Vaadin Commercial Materials” shall mean all Licensed Software and other 
-Materials that are owned by Vaadin Ltd (Finnish Business ID 1613563-9) and that 
-are made available, based on a payment, through the vaadin.com online service, 
-Github and/or other services, under a commercial license in connection with a 
-Subscription or Consulting.
-
-1.28. “Vaadin Non-Commercial Materials” shall mean all Materials that are owned 
-by Vaadin Ltd (Finnish Business ID 1613563-9) and that are made available for 
-free in the vaadin.com online service, Github and/or other services, typically 
-under an open source or other non-commercial license.
-
-2. Scope of Application
-2.1. These Commercial Terms are applied to the provision of commercial Licensed 
-Software and commercial Services by Vaadin to its Customers, including 
-Subscriptions and Consulting that are provided against payment.
-
-3. Subscriptions, Orders and SOWs
-3.1. Vaadin offers non-free Subscriptions that to varying degrees give access 
-to Services, Licensed Software and other Vaadin Commercial Materials.
-
-3.2. The detailed content of each Subscription or other transaction is set out 
-in an Order document delivered by Vaadin to Customer when a new Subscription is 
-created, an existing Subscription is renewed, or other transaction is executed.
-
-3.3 The Order sets out (a) the identity of Customer, (b) the ordered Service, 
-Licensed Software or other Vaadin Commercial Materials, (c) the Subscription 
-fee, (d) the Subscription term, (e) the relevant License type (where 
-applicable), i.e., Developer License, Runtime License or Trial License, (f) 
-possible specific restrictions and limitations, (g) possible specific rights, 
-such as redistribution rights, (h) possible maintenance and support services 
-related to Licensed Software, and (i) possible other relevant details of the 
-Subscription or other transaction.
-
-3.4. Unless otherwise set out for Licenses under Section 4 below, all 
-Subscriptions may only be used by such Authorized Users that have been named by 
-Customer and that have been connected to a Subscription. The number of 
-Authorized Users included in a Subscription depends on the number of named 
-users purchased by Customer. Unless otherwise set out for Licenses under 
-Section 4 below, the list of Authorized Users can be changed at any time by 
-Customer’s Subscription administrator.
-
-3.5. Customer is responsible for ensuring that its Authorized Users maintain 
-the usernames, passwords and other identifiers necessary for the use of 
-Licensed Software, or use of another item that is subject to a Subscription, 
-diligently and that they do not disclose them to third parties. Customer must 
-promptly notify Vaadin about any unauthorized use of such identifiers. Customer 
-shall ensure that its Authorized Users comply with the Agreement and Customer 
-shall be responsible for its Authorized Users’ use of Licensed Software or use 
-of another item that is subject to a Subscription.
-
-3.6. Vaadin Pro Subscriptions come with a thirty (30) day money-back guarantee. 
-If Customer for any reason wishes to cancel such Subscriptions within thirty 
-(30) days from the beginning of the first Subscription term, Customer can 
-contact Vaadin for a refund of the Subscription fees.
-
-3.3. In case of Consulting the relevant Services to be delivered by Vaadin to 
-Customer, as well as the relevant fees and other terms applicable to such 
-Services, are set out in a SOW that is entered into under the Agreement.
-
-4. Grant of License to Use Licensed Software, License Types
-4.1 This Section 4 sets out the terms under which Vaadin grants Licenses to 
-Customer and it also includes License type specific terms and conditions. Any 
-License being granted as well as the relevant License type shall be determined 
-at the time of the Subscription and set out in the Order or other Agreement 
-document.
-
-4.2 Except for the License explicitly set out below in this Section 4, Customer 
-(and each Authorized User) may not use, copy, modify, rent, loan, lease, sell, 
-sublicense, create derivative works from, transfer or distribute, the Licensed 
-Software for any purposes, or make the Licensed Software available to any 
-person or entity that is not an Authorized User, or assign its rights or 
-obligations under the Agreement to a third party. Furthermore, Customer shall 
-not decompile, disassemble, decode, adapt, or otherwise attempt to derive or 
-gain access to the source code of the Licensed Software, in whole or in part or 
-reverse engineer the Licensed Software or any elements of the Licensed 
-Software, or remove any proprietary notices from the Licensed Software, or use 
-the Licensed Software in any manner or for any purpose that infringes, 
-misappropriates, or otherwise violates any Intellectual Property Rights or 
-other right of any person, or that violates any applicable law. Customer shall 
-not use Licensed Software to develop, test, support or market services or 
-products that are competing with and/or provide similar functionality to the 
-Licensed Software (wrapping is forbidden). Vaadin grants no rights other than 
-those explicitly granted herein, and Customer shall not exceed the scope of its 
-License as set forth herein and in the applicable Order.
-
-4.3. Developer License
-4.3.1 General Provisions
-4.3.1.1 This Section 4.3 contains the terms and conditions of Vaadin’s 
-developer License (“Developer License”), under which Vaadin licenses 
-development components for use by a Developer.
-
-4.3.1.2 Vaadin grants to Customer, based on full payment of the Subscription 
-fee, a worldwide, royalty-free, non-exclusive, limited License to Use Licensed 
-Software in Project(s). 
-
-4.3.1.3 Customer must procure the right to Use Licensed Software for each 
-individual Developer separately. For clarity, if the Project Result that 
-includes the Licensed Software is further developed or modified or is used as a 
-component or framework in a software development project or otherwise provides 
-the functionality of the Licensed Software for use in a software development 
-project, all Developers who Use Licensed Software in such context need to have 
-a valid Developer License.
-
-4.3.1.4 The list of Developers can be changed by Customer, but after an 
-individual Developer has been designated by Customer, Customer may not 
-reallocate the Developer License from the designated Developer to another 
-Developer before sixty (60) days have passed from such designation.
-
-4.3.1.5 Customer is entitled to Use Licensed Software for the purpose of 
-testing and building software applications as part of Customer’s Project. As 
-long as Customer has at least one valid Developer License, Customer’s right to 
-Use Licensed Software also includes interacting with a server that runs 
-Licensed Software as a part of an automated test suite, automated build system 
-or corresponding system (without this requiring a separate License).
-
-4.3.2 Redistribution Right
-4.3.2.1. Under the Developer License, Customer may be entitled to redistribute 
-the Licensed Software as part of Customer’s Project Result, as set out in this 
-Section 4.3.2. Such possible redistribution right is set out for each Licensed 
-Software component separately and indicated in the Order.
-
-4.3.2.2. The redistribution permitted under Section 4.3.2.1 above allows 
-Customer to redistribute the Licensed Software in object code form only, and 
-only as embedded in Customer’s Project Result for use by end users of the 
-Project Result.
-
-4.3.2.3. Customer may not distribute Licensed Software as a standalone product, 
-or as a part of any product other than Customer’s Project Result, or in any 
-form that allows any Licensed Software (or portion thereof) to be reused by any 
-application other than Customer’s Project Result. Accordingly, Customer shall 
-not use the Licensed Software to develop, test, support or market services or 
-products that are competing with and/or provide similar functionality to the 
-Licensed Software (wrapping is forbidden).
-
-4.3.2.4. For the avoidance of doubt, Customer’s end users of the Project Result 
-are not allowed to use the Licensed Software, or any portions thereof, for 
-software development or application development purposes unless they first 
-purchase a separate Developer License from Vaadin for each relevant end user. 
-Customer or the Developer must not grant end users of the Project Result any 
-right to further sublicense the Licensed Software or any portions thereof.
-
-4.3.2.5. If the Order expressly grants Customer the right to redistribute or 
-offer access to all or a portion of the Licensed Software, then, in conjunction 
-with any such grant, Customer must comply with any limitations or requirements 
-specified in the Order or in these Commercial Terms, as applicable, and Vaadin 
-must distribute or offer access to the Project Result including the Licensed 
-Software subject to a license agreement or terms of use between Vaadin and each 
-customer of Customer accessing such Project Result that: (a) protects Vaadin’s 
-interests consistent with the terms contained in these Commercial Terms, (b) 
-prohibits Vaadin’s customer or other end user from any further distribution of 
-the Licensed Software, (c) includes a limitation of damages clause that, to the 
-maximum extent permitted by applicable law, disclaims on behalf of Vaadin or 
-its respective Vaadins, suppliers or resellers, liability for any and all 
-damages, whether direct, special, incidental or consequential damages, (d) 
-contains terms substantially similar to those in these Commercial Terms. 
-Furthermore, Customer must include a valid copyright message in the Project 
-Result in a location viewable by its end users that will serve to protect 
-Vaadin’s copyright and other Intellectual Property Rights in the Licensed 
-Software.
-
-4.4. Runtime License
-4.4.1. This Section 4.4 contains the terms and conditions of Vaadin’s runtime 
-License (“Runtime License”), under which Vaadin provides access rights to 
-Licensed Software embedded in an application.
-
-4.4.2. In consideration of Customer’s payment of the fees for the Licensed 
-Software Subscription as set out in the applicable Order, Vaadin grants to 
-Customer a worldwide, non-exclusive, non-transferable, non-assignable, limited 
-right, during the applicable Subscription term, to use, via its Authorized 
-Users, the Licensed Software according to the Commercial Terms solely: (i) for 
-Authorized Application(s) set forth in the relevant Order; (ii) in Customer's 
-internal operations as set out below; and (iii) within the specific scope and 
-limitations, and for the specific configuration(s), in each case, as specified 
-in the applicable Order.
-
-4.4.3. Customer may grant licenses, for free or based on a payment, to the 
-Authorized Application(s) including Licensed Software, whether regarded as 
-derivative works or not, as long as Customer has obtained from Vaadin a valid 
-Runtime License for and on behalf of Customer’s own customers (that Use 
-Licensed Software), or Customer clearly communicates that anyone Using Licensed 
-Software needs to obtain a valid Runtime License from Vaadin prior to 
-installation and use of the Authorized Application(s) including Licensed 
-Software.
-
-4.4.4. Customer is entitled to offer its Authorized Application(s) including 
-Licensed Software to its end users as a cloud service, without such end users 
-of the cloud service obtaining separate Runtime Licenses to the Licensed 
-Software, required that this is done in accordance with these Commercial Terms 
-and the scope and limitations set out in the applicable Order.
-
-4.4.5. In case Customer wishes to use the Licensed Software in connection to a 
-new Authorized Application or wishes to order Licenses to additional Licensed 
-Software, the Parties shall agree thereupon in an Order.
-
-4.5. Trial License
-4.5.1. This Section 4.5 contains the terms and conditions of Vaadin’s trial 
-License (“Trial License”), under which Vaadin may make certain software 
-components available for free evaluation use by Customer. Further terms and 
-conditions applicable to a particular Trial License may be set out in the Order 
-or appear in connection with a trial registration form.
-
-4.5.2. Vaadin grants to Customer a limited, non-exclusive License to Use 
-Licensed Software solely in Customer’s internal operations for evaluation 
-purposes. The Trial License may be subject to one or more usage limits.
-
-4.5.3. Customer may not (a) circumvent any technical limitations included in 
-the Licensed Software offered to Customer under a Trial License; (b) integrate 
-the Licensed Software into Project Results or use it for any commercial, 
-production or training purpose; or (c) transfer the Trial License to any third 
-party, or redistribute the Licensed Software being subject to a Trial License.
-
-4.5.4. Vaadin makes the Licensed Software available to Customer on a trial 
-basis until the earlier of (a) the end of the trial period for which Customer 
-registered; (b) the start date of any paid Subscription to such Licensed 
-Software; or (c) termination of the trial by Vaadin in its discretion. The 
-trial period is not automatically renewed, and Customer may not register for a 
-new free trial with respect to a particular Licensed Software, before twelve 
-(12) months have passed from the beginning of the previous trial period. 
-Customer may request an extension to the trial period from Vaadin, and Vaadin 
-may in its discretion decide to extend such trial period for Customer.
-
-4.5.5. Any data that Customer enters into a Licensed Software, and any 
-configurations or customizations made to a Licensed Software by or for 
-Customer, during Customer’s free trial will be permanently lost unless Customer 
-purchases a paid Subscription to the same Licensed Software as covered by the 
-trial, or export such data, before the end of the trial period.
-
-5. Updates, Upgrades, Maintenance and Support for Licensed Software
-5.1. Vaadin may, at its sole discretion, during the Subscription term offer 
-maintenance releases, updates and upgrades (new versions) to Licensed Software. 
-Installed updates replace and/or supplement (and may disable) the version of 
-the Licensed Software previously provided under the License. The updated 
-Licensed Software remains subject to the terms of the License and to any 
-special terms and conditions possibly accompanying such update.
-
-5.2. Customer is not entitled to receive support for the Licensed Software, 
-except as set out in the Order or other Agreement document. Vaadin may also 
-otherwise at its sole discretion provide support for the Licensed Software 
-during the Subscription term, either for free or for a fee.
-
-6. Subscription-based Services, Tools, and Features
-6.1. This Section 6 sets out the terms under which Customer may purchase 
-certain Subscription-based tools, features and other Services from Vaadin. Any 
-tool, feature or other Service to be delivered by Vaadin to Customer shall be 
-set out and agreed upon in an Order or other Agreement. Sections 6.2–6.10 below 
-apply with respect to Customer only to such extent that Customer has explicitly 
-agreed upon the delivery of such tools, features or other Services by Vaadin to 
-Customer.
-
-6.2 Training Courses
-6.2.1. Customer is offered access to Vaadin’s recorded and/or live, instructor 
-led online training courses during the term of the Subscription.
-
-6.2.2. Customer Users can enroll to live training courses subject to 
-availability of seats. Once Vaadin has processed the Customer User’s 
-enrollment, Vaadin will send such Customer User a confirmation email.
-
-6.2.3. Vaadin exclusively owns and retains all title, Intellectual Property 
-Rights, and any other rights in and to Vaadin Materials used in connection with 
-training courses. Customer agrees not to copy or distribute Vaadin’s 
-copyrighted material without Vaadin’s prior written consent and not to use 
-recording equipment in Vaadin’s classes without Vaadin’s prior written consent.
-
-6.3. Vaadin Commercial Tools
-6.3.1. Customer is given access to existing and upcoming versions of Vaadin’s 
-commercial components and tools as defined in an Order or other Agreement 
-document. Vaadin grants Customer a license to use the commercial Vaadin tools 
-and components for the duration of the Subscription in accordance with the 
-applicable license terms set for each tool and component. Unless otherwise set 
-out in the applicable license terms set for each tool or component, Customer’s 
-right of use shall expire without a separate notice when the Subscription is 
-terminated or expires.
-
-6.4. Expert Chat
-6.4.1. Customer is offered access to a chat service, where Vaadin’s expert team 
-helps Customer by answering technical questions. This Service allows Customer 
-to get advice regarding any issues related to Supported Software through a chat 
-service during the Support Hours. Only advice is provided as part of this 
-Service. For example, implementation of software, UX design, hands-on sessions 
-through screen sharing or corresponding, or training services are not provided 
-as part of this Service.
-
-6.5. Expert on Demand
-6.5.1. Customer is provided with an on-demand software development and advisory 
-Service, where Vaadin’s expert team helps Customer with Vaadin’s applications. 
-This Service is provided as ticket-based Consulting in accordance with this 
-Section 6.5 and Section 7.1 below.
-
-6.5.2. This Service may include a number of hours that are added into the time 
-balance in the beginning of the Subscription term or on a monthly basis or that 
-are purchased separately. Customer may submit service requests to the Service. 
-The time used for resolving the service requests is deducted from Customer’s 
-time balance. The Subscription has a credit limit that allows resolution of 
-service requests in case the time balance is zero (0) or negative, up to the 
-credit limit. The negative time balance will be invoiced monthly. At the end of 
-the Subscription term any unused positive balance is lost. When the 
-Subscription is terminated, any remaining time balance is lost.
-
-6.5.3. During the Support Hours, the resolution of a support request will be 
-started within two (2) business days. If Vaadin fails to start the resolution 
-as agreed, Customer will be compensated with one (1) free Expert on Demand hour 
-that is added to the time balance.
-
-6.5.4. If the estimated work effort for resolving a service request totals to 
-more than four (4) hours, a confirmation is requested from Customer before 
-starting the work. If the estimated work effort is inadequate for completing 
-the work, Vaadin is not obligated to continue working and will stop working on 
-the service request when the estimated number of hours is reached, if Customer 
-does not authorize the continuation of the service request at their expense.
-
-6.6. Warranty
-6.6.1. This Service allows Customer to request a specific bug in Supported 
-Software to be fixed. There can be only one open warranty request at a time per 
-Subscription. Vaadin reserves the right to choose, at its sole discretion, 
-which warranty requests will be fixed.
-
-6.6.2. During the Support Hours, the resolution of a support request will be 
-started within two (2) business days. If Vaadin fails to start the resolution 
-as agreed, Customer will be compensated with one (1) free Expert on Demand hour 
-that is added to the time balance.     
-
-6.7. Vaadin Mentor
-6.7.1. This Service is provided as Consulting in accordance with Section 7.1 
-below.
-
-6.8. Indemnification
-6.8.1. Vaadin shall indemnify, defend and hold harmless Customer from and 
-against any and all third-party claims and/or liabilities, including attorneys’ 
-fees and costs, arising directly out of the use of Vaadin products by Customer 
-in compliance with the Agreement. The aforesaid claims include claims of 
-misappropriation, infringement, and invalid licensing of copyrighted work. If 
-any action or proceeding is brought against Customer by reason of any of the 
-foregoing matters, Vaadin shall upon written notice in English defend the same 
-at Vaadin’s expense and Customer shall cooperate with Vaadin in such defense. 
-If in the reasonable opinion of Vaadin a Vaadin product infringes third-party 
-Intellectual Property Rights or if such infringement has been confirmed in a 
-trial, Vaadin shall and may at its own expense and discretion either (a) obtain 
-the right to continue use of the Vaadin product for Customer; (b) replace the 
-Vaadin product with a product or service that complies with the Agreement and 
-corresponds to the Vaadin product; or (c) modify the Vaadin product in order to 
-eliminate the infringement in such a manner that the modified Vaadin product 
-with the Agreement. If none of the above-mentioned alternatives is available to 
-Vaadin on reasonable terms, Customer shall, at the request of the supplier, 
-stop using the Vaadin product and return it, and Vaadin shall refund the price 
-paid by Customer for the deliverable less the proportion of the price 
-corresponding to the actual time of use. Vaadin shall not, however, be liable 
-if the claim (a) is due to willful misconduct or gross negligence by Customer, 
-(b) is asserted by a group company of Customer, (c) results from alteration of 
-the Vaadin product by Customer or from compliance with Customer’s written 
-instructions; (d) results from use of the Vaadin product in combination with 
-any product or service not supplied by Vaadin; or (e) could have been avoided 
-by the use of a released product or service that complies with the Agreement 
-and corresponds with the deliverables and which product or service is offered 
-for use to Customer by Vaadin without separate charge. The aforesaid indemnity 
-obligation of Vaadin shall, however, always be limited to an amount equal to 
-three times the yearly Subscription fee, and Vaadin’s liability for indemnified 
-claims shall be limited to this Section 6.8.
-
-
-6.9. Extended Maintenance for Vaadin
-6.9.1. The extended maintenance for Vaadin Service extends the coverage of the 
-Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus 
-that the latest minor versions of Vaadin Framework versions 7 and 8 and related 
-Vaadin components, Vaadin Tools, Vaadin Pro Add-ons and stable status add-ons 
-released by Vaadin are covered for the duration of the Subscription term.
-
-6.9.2. The extended maintenance for Vaadin Service extends the coverage of the 
-Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus 
-that the latest minor versions of Vaadin platform versions 10, 14, and 23+ are 
-covered for the duration of the Subscription term.
-
-6.9.3. Any and all changes to the software covered by Extended Maintenance may 
-be published under a commercial or non-commercial License and will be made 
-available exclusively to Customers that have subscribed to the extended 
-maintenance for Vaadin Service.
-
-6.9.4. The scope of the extended maintenance for Vaadin Service is described in 
-more detail in the Order or other Agreement document.
-
-6.10. Custom Builds
-6.10.1 This Service allows Customer to request specific bugs fixes or features 
-to be backported to a non-supported version of Vaadin Framework or Vaadin 
-Platform and released as a Customer specific build under a commercial Runtime 
-License (Section 4.4) (“Custom Build”). Features will be backported under the 
-Expert on Demand Service (Section 6.5) and charged separately. Vaadin maintains 
-the Custom Build for the duration of the Subscription. The license to use the 
-Custom Build is valid for the duration of the Subscription and ends when the 
-Subscription terminates.
-
-6.10.2. During the Support Hours, the resolution of a support request will be 
-started within two (2) business days. If Vaadin fails to start the resolution 
-as agreed, Customer will be compensated with one (1) free Expert on Demand hour 
-that is added to the time balance.
-
-6.10.3. Vaadin will build a new version of the Custom Build on demand basis, 
-however, at most once a month.
-
-6.11. Technical Success Manager
-6.11.1 Technical Success Manager (“TSM”) is a technical expert allocated to 
-help Customer to use Vaadin’s products and services in a productive manner. 
-TSM's areas of expertise include, but are not limited to, answering technical 
-questions, disseminating best practices, and coordinating work between Customer 
-and Vaadin.
-
-6.11.2. Customer may request regular meetings with the TSM with a maximum 
-monthly total of four (4) hours of active meeting time. Preparation and 
-coordination time related to the meetings is not included in the above 
-mentioned monthly total.
-
-6.11.3. Software programming and project management are not included in the 
-scope of this TSM service referred to in this Section 6.11. Programming and 
-project management services are provided under Expert on Demand and Consulting 
-services.
-
-7. Consulting
-7.1. Delivery of Consulting
-7.1.1 The Parties may agree upon the delivery of Consulting in an Order, SOW, 
-or other Agreement document. Unless otherwise agreed by the Parties, Consulting 
-is delivered by Vaadin to Customer on a time-and-material basis. The standard 
-working methods and practices of Vaadin shall be followed.
-
-7.1.2. Vaadin warrants that the Consulting will be performed in the agreed 
-manner, with due care and with the professional skills required for the task. 
-This warranty shall be valid for thirty (30) days from performance of 
-Consulting. If during such time period, Customer reasonably determines that the 
-Consulting has not been performed in accordance with the aforesaid, Customer 
-shall promptly notify Vaadin. If Vaadin determines that the Consulting was 
-defective, then Vaadin will take prompt remedial action to re-perform any 
-Consulting that fails to meet the limited warranty at its own cost and expense 
-or refund to Customer the fees paid for the non-conforming Consulting. THE 
-FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VAADIN’S ENTIRE 
-LIABILITY FOR ANY BREACH OF THE FOREGOING WARRANTY REGARDING CONSULTING.
-
-7.1.3. If either Party finds that a delay will occur or is likely, the Party 
-shall without delay inform the other Party in writing of the delay and of the 
-effects of the delay on the delivery time schedule.
-
-7.1.4. Unless otherwise agreed, any indicated delivery times of Vaadin are 
-approximate. Vaadin’s sole responsibility for delays is to use reasonable 
-commercial efforts to meet the specified time of delivery.
-
-7.1.5. If a not-to-exceed hourly limit is specified in the Agreement, Vaadin is 
-not obligated to continue working and will stop working on the Consulting when 
-such limit is reached if Customer does not authorize the continuation of the 
-Consulting at their expense.
-
-7.2. Qualification and Replacement of Personnel
-7.2.1. Customer shall have a right to review and approve the qualifications of 
-any Vaadin personnel assigned to perform the Consulting described in an Order 
-or a SOW, and Customer may require Vaadin to remove and/or replace any of such 
-personnel at any point of time. If Customer has selected named personnel to 
-perform the Consulting, such personnel shall be named in an Order or a SOW.
-
-7.3. Non-solicitation 
-7.3.1. During the Term of an Agreement concerning Consulting and for a period 
-of one (1) year after termination of the Agreement concerning Consulting, both 
-Parties hereby agree that they shall not, directly or indirectly, solicit, 
-discuss employment or consultancy with, or hire any employee or consultant of 
-the other Party, including all affiliates, related and group companies and 
-subcontractors. If either Party breaches this Section, the breaching Party 
-shall, on demand, pay to the other Party 200 000 euros according to the payment 
-terms set forth in this Agreement. This amount represents an agreement between 
-the Parties approximating the significant damage likely to result from breach 
-of this Section and is not to be interpreted as a penalty or punishment 
-therefor.
-
-7.4. Sponsored Development
-7.4.1 The Parties may agree upon the delivery of Sponsored Development in an 
-Agreement. This Service is provided as Consulting in accordance with this 
-Section 7. Intellectual Property Rights to Sponsored Development results are 
-regulated by Section 11 below.
-
-7.5. Change Control 
-7.5.1. All changes to any SOW incorporated into the Agreement, including 
-changes to the specifications and contents of the delivery and the possible 
-effects of the changes to the time schedule, as well as any changes to the 
-price and other terms and conditions of the SOW and of the Agreement shall be 
-agreed in writing to be valid.
-
-8. Modifying Subscription or Service
-8.1. Vaadin may change its Subscriptions and/or Services by adding, modifying 
-or removing any features or functionalities. Vaadin may also stop providing 
-parts of, or the whole of, the Subscription or a Service. Vaadin may also 
-create new operating guidelines or limitations to the Subscription or a 
-Service. Vaadin will notify Customer of significant changes in advance. If the 
-change significantly diminishes or impairs the Subscription or Service, 
-Customer may terminate the Subscription or Service and any pre-paid fees will 
-be refunded in proportion to non-rendered Services or for the remaining 
-Subscription term. Vaadin, however, endeavors not to apply such changes that 
-significantly diminishes or impairs the Service for Customer during the ongoing 
-Subscription term or the ongoing term of a SOW.
-
-9. General Responsibilities of Customer
-9.1. Customer shall pay the applicable Subscription and Service fees in a 
-timely manner.
-
-9.2. Customer shall provide Vaadin free of charge with all permissions, 
-instructions, information, documentation, access rights, resources and 
-assistance that are reasonably necessary for Vaadin to deliver the 
-Subscriptions and Services. Customer will adhere to the agreed processes and 
-ways of working (e.g., online tools and communication systems) as applicable. 
-Customer maintains for its part and at its own cost the data communication 
-connections, equipment, ICT environment and software necessary for the use of 
-Subscriptions and Services, as reasonably informed by Vaadin from time to time.
-
-9.3. Customer is responsible for the correctness, completeness, suitability and 
-non-infringement of any material and information provided and instructions 
-issued to Vaadin as well as for the compliance thereof with the laws, 
-regulations and orders of the authorities. Customer shall ensure that the 
-information and material and agreed use of the Services, Licensed Software, 
-Vaadin Commercial Materials or Vaadin Non-Commercial Materials do not violate 
-any export control restrictions or international trade sanctions. Customer 
-shall ensure that such Services and Materials are used in accordance with 
-applicable law and under relevant consents.
-
-10. Fees, Invoicing and Payment Terms
-10.1. Subscriptions
-10.1.1. The applicable Subscription fee is detailed in the Order or other 
-Agreement document.
-
-10.1.2. The agreed Subscription fee shall apply for the agreed Subscription 
-term. Vaadin shall be entitled to adjust the Subscription fee at any time. The 
-adjusted new Subscription fee shall apply with respect to Customer from the 
-beginning of the next Subscription term, provided that the Subscription is 
-renewed.
-
-10.1.3. As regards Developer Licenses, the Subscription fee is tied to the 
-number of Developers and possible other metrics set out in the Order or other 
-Agreement document. As regards Runtime Licenses, the Subscription fee is tied 
-to the Authorized Application and possible other metrics set out in the Order 
-or other Agreement document. As regards Trial Licenses, no Subscription fee is 
-charged.
-
-10.2. Consulting
-10.2.1. All cost and effort estimates given by Vaadin to Customer are 
-indicative by nature and do not affect the calculation of the fees. If not 
-otherwise specified in the Agreement, the Services are provided on 
-time-and-material basis. The fee is determined by multiplying the hourly rates 
-set forth in the Agreement by the hours that Vaadin has worked on the Services.
-
-10.2.2. The applicable prices and hourly rates are detailed in the Agreement 
-and/or its appendices. If a price for a Service has not been agreed, the price 
-in Vaadin’s price list effective on the order date shall apply.
-
-10.2.3. Vaadin shall be entitled to adjust its prices with thirty (30) days’ 
-notice to Customer.
-
-10.2.4. Vaadin shall, if pre-approved by Customer, be entitled to charge for 
-customary and reasonable travel and accommodation costs as well as other travel 
-costs relating to Services. Traveling time shall be charged as 50% of the 
-agreed hourly rates.
-
-10.2.5. In case Customer requests that Vaadin personnel performs Consulting 
-more than eight (8) hours per day, and Vaadin agrees to such request, Vaadin 
-shall be entitled to charge a 50% surplus for each hour exceeding such eight 
-(8) hour limit. If no hourly rate is agreed in the Agreement, Vaadin’s price 
-list effective on the order date shall apply.
-
-10.3. Invoicing and payment terms
-10.3.1. Vaadin invoices Subscriptions in advance upon order or thirty (30) days 
-before renewal. Time-and-material based Services are invoiced for monthly in 
-arrears.
-
-10.3.2. Value added tax, sales tax and any other similar taxes, charges and 
-withholdings are added to the fees in accordance with the then current 
-regulations.
-
-10.3.3. Payment terms are ten (10) days net of the date of an invoice. Vaadin 
-reserves the right to charge interest on any unpaid balances, at the rate of 
-two percent (2%) per month.
-
-11. Intellectual Property Rights
-11.1. Vaadin Materials
-11.1.1. All Intellectual Property Rights, title and any other rights in and to 
-Vaadin Materials are and shall at all times remain the sole and exclusive 
-property of Vaadin and its third-party licensors, if any. Such Vaadin Materials 
-include, e.g., Licensed Software, Vaadin Commercial Materials, Vaadin 
-Non-Commercial Materials, and Vaadin’s Pre-Existing Materials.
-
-11.1.2. Customer’s right to use Licensed Software, other Vaadin Commercial 
-Materials, and/or Vaadin Non-Commercial Materials is subject to Customer 
-separately obtaining a license to such Materials and Customer complying with 
-such license terms and conditions. Customer may use Vaadin’s Materials only for 
-the purpose set out in the Agreement.
-
-11.1.3. Customer will not at any time do or cause to be done any such act or 
-thing which in any way impairs, or intends to impair, any right, title, 
-interest or any Intellectual Property Right of Vaadin or its third-party 
-licensors. Customer shall not in any manner represent that it has any ownership 
-of any kind in any of the above-mentioned Intellectual Property Rights.
-
-11.1.4. Customer’s License to Use Licensed Software is set out under Section 4 
-above. Section 6 contains license terms relating to certain tools, features and 
-other Services from Vaadin.
-
-11.2. Customer Work Products
-11.2.1. Unless otherwise agreed between the parties with respect to Vaadin’s 
-Pre-Existing Materials, Vaadin grants to Customer a perpetual, worldwide, 
-non-exclusive, royalty-free, irrevocable, transferable license to use, make, 
-reproduce, prepare derivative works of, publicly display and perform, transmit, 
-sell, offer to sell, and distribute Vaadin’s Pre-Existing Materials or any 
-derivative works of Vaadin’s Pre-Existing Materials that are used in the 
-creation of agreed Customer Work Products as part of Consulting and are an 
-inseparable part of the Customer Work Products. This license is limited to 
-Vaadin’s Pre-Existing Materials only, as described above, and does not grant 
-any rights to any Licensed Software, other Vaadin Commercial Materials, or 
-Vaadin Non-Commercial Materials.
-
-11.3. Customer Materials
-11.3.1. Customer exclusively owns and retains all title, Intellectual Property 
-Rights, and any other rights in and to Customer’s Pre-Existing Materials. 
-Vaadin has the right to use Customer’s Pre-Existing Materials only for the 
-purposes of the Agreement.
-
-11.3.2. Customer exclusively owns and retains all rights to the Customer Work 
-Products. Vaadin has the right to use the Customer Work Products only for the 
-purposes of the Agreement. For the avoidance of doubt, the Customer Work 
-Products never includes Licensed Software, other Vaadin Commercial Materials, 
-or Vaadin Non-Commercial Materials.
-
-11.4. Sponsored Development Results
-11.4.1. Vaadin exclusively owns and retains all title, Intellectual Property 
-Rights and any other rights in and to any results from Sponsored Development 
-(“Sponsored Development Results”). Vaadin grants to Customer a perpetual, 
-worldwide, non-exclusive, royalty-free, irrevocable, transferable license to 
-use, make, reproduce, prepare derivative works of, publicly display and 
-perform, transmit, sell, offer to sell, and distribute Sponsored Development 
-Results or any derivative works of Sponsored Development Results.
-
-11.5. Contributions to Vaadin Materials
-11.5.1. Customer irrevocably and perpetually assigns to Vaadin all of 
-Customer’s right, title and interest in and to any contribution related to 
-Licensed Software, other Vaadin Commercial Materials, Vaadin Non-Commercial 
-Materials, or Vaadin’s Pre-Existing Rights, including without limitation 
-software artefacts, modifications, bug fixes, bug reports, performance reports, 
-documentation changes and other enhancements created during the performance of 
-the Agreement, including without limitation all proprietary rights and 
-Intellectual Property Rights recognized anywhere in the world, now or in the 
-future, associated with Customer’s contribution related to said Vaadin 
-Materials. Customer represents and warrants that it has the legal right to 
-grant these rights to Vaadin.
-
-11.5.2. The Parties may on a case-by-case basis and in advance agree separately 
-on more significant Customer contributions to Vaadin Materials.
-
-11.6. Content in Expert on Demand and Expert Chat
-11.6.1. As regards content submitted to the expert on demand or expert chat 
-Services, Customer grants Vaadin a worldwide, fully paid-up limited license to 
-use and utilize such content for the purposes of improving and operating 
-Vaadin’s Services. This license continues even if the Subscription ends and 
-Customer stops using Vaadin’s Services. Customer represents and warrants that 
-it has the legal right to grant these rights to Vaadin.
-
-11.6.2. Vaadin grants Customer a worldwide, royalty-free, irrevocable, 
-non-exclusive license to duplicate, modify, distribute, sell, re-license and 
-reuse the answers and advice to the requests that Customer has sent to the 
-expert on demand or expert chat Services. This license does not give Customer 
-any rights to any Intellectual Property Rights that are not created as part of 
-the service request resolution process, including without limitation Licensed 
-Software, other Vaadin Commercial Materials, Vaadin Non-Commercial Materials, 
-Vaadin’s Pre-Existing Materials, or other software, products or documentation.
-
-11.7. Third-Party Components
-11.7.1. All Intellectual Property Rights to third-party components are owned by 
-third parties and exclusively governed by the terms issued by the respective 
-third-party vendors. To the extent the use of third-party components has not 
-been agreed upon in the Agreement, Vaadin will ask for Customer’s written 
-permission for using any third-party components in connection with providing 
-the Services. Customer agrees to procure all such licenses for third-party 
-components necessary for the provision of the Services.
-
-11.8. Vaadin Trademarks
-11.8.1. “Vaadin”, “}>”, “Fight for Simplicity” and “Thinking of U and I” are 
-registered trademarks of Vaadin Ltd and may not be used without permission from 
-Vaadin.
-
-11.9. Suspected Violations of Intellectual Property Rights
-11.9.1. Customer is encouraged to notify Vaadin if it suspects that somebody is 
-violating Vaadin’s Intellectual Property Rights, by email to privacy@vaadin.com 
-or by filling Vaadin’s online contact form.
-
-12. Customer Data
-12.1. Customer acknowledges that it is solely responsible for protecting and 
-preserving any and all information and data present on its computer systems or 
-which may be otherwise affected by the performance of the Licensed Software 
-and/or Services. Vaadin shall not be responsible for the loss of or damage to 
-any such information, including where such loss or damage results from failure 
-of Customer to properly back-up its data prior to the performance of the 
-Licensed Software and/or Services. Customer shall be responsible for taking 
-back-up copies of its data and data files and for verifying the functionality 
-of such back-up copies.
-
-13. Processing of Personal Data
-13.1. The Privacy Policy describes in detail how Vaadin as a controller 
-processes personal data on its customers and community members.
-
-13.2. If Vaadin processes personal data on behalf of Customer, the Parties 
-shall enter into a separate data processing agreement.
-
-14. Confidentiality
-14.1. Both Vaadin and Customer agree that the Agreement and all information and 
-Materials related to the Agreement constitutes “Confidential Information”. 
-Confidential Information further includes information either marked as 
-confidential or information reasonably known or understood by the receiving 
-Party as being treated by the disclosing party as confidential. Confidential 
-Information shall not include information: (i) that is now or becomes generally 
-available to the public through no fault or breach of the receiving Party; (ii) 
-that the receiving Party can document was already known to it prior to 
-disclosure by the disclosing Party; (iii) that is independently developed by 
-the receiving Party without the use of any of the other Party’s Confidential 
-Information; and (iv) that the receiving Party rightfully obtains from a third 
-party who has the right to transfer or disclose it.
-
-14.2. Each Party agrees to keep the other Party’s Confidential Information 
-confidential, not to use such information except as authorized by the 
-disclosing Party, and to accord to such information the same safeguards and 
-protections which it accords to its own confidential business or technical 
-information. If the receiving Party is subpoenaed or ordered by any court or 
-governmental agency to disclose the other Party's Confidential Information, it 
-will provide prompt written notice to the other Party so as to allow such Party 
-to seek a protective order or confidential treatment for such information.
-
-14.3. Both Parties may disclose Confidential Information to their personnel 
-that have a need to know such Confidential Information for performing the 
-duties required by the Agreement with the provision that such personnel is 
-bound by confidentiality obligations corresponding to those included in this 
-Section 14.
-
-15. Use of Name
-15.1. Vaadin may use Customer’s name and logo in its marketing collateral, 
-websites, and promotional materials to identify Customer as a customer of 
-Vaadin.
-
-16. Subcontractors
-16.1. Vaadin may subcontract the delivery of its Subscriptions and Services 
-wholly or partially, however, such subcontractors must agree to be bound by 
-confidentiality provisions corresponding to those set out in the Agreement. 
-Vaadin may use resources from any parent, affiliated or related companies to 
-perform its Subscriptions and Services.
-
-17. Employees
-17.1. Vaadin is responsible for all Vaadin personnel and for the payment of 
-their compensation, including, if applicable, withholding of income taxes and 
-the payment and withholding of social security and other payroll taxes, 
-unemployment insurance, workers’ compensation insurance payments and disability 
-benefits.
-
-18. Competition
-18.1. Customer acknowledges and agrees that Vaadin may, without limitation, 
-grant licenses and provide Subscriptions and Services to other persons, firms, 
-corporations, or other entities, including entities that compete with Customer, 
-on any terms Vaadin deems appropriate.
-
-19. Auditing rights
-19.1. Vaadin shall have a right to inspect and audit Customer’s compliance with 
-the Agreement. Before using its audit right, Vaadin may first ask Customer to 
-address its compliance with the Agreement by correspondence, reports, and other 
-documents. If Vaadin finds such documentation insufficient, Vaadin shall be 
-entitled to carry out an audit during regular business hours of Customer. Such 
-audit may be carried out no more than once per year unless a follow-up audit is 
-required due to revealed violations of the Agreement. If an audit reveals 
-violations of the Agreement or an underpayment by Customer, Customer shall 
-without delay pay the amount underpaid and/or correct the error/shortage and in 
-addition compensate Vaadin for all reasonable costs associated with such an 
-audit.
-
-20. Term and Termination
-20.1. Subscriptions
-20.1.1. A Subscription is purchased for a Subscription term chosen at the time 
-of purchase.
-
-20.1.2. Customer's right of use starts at the beginning of the Subscription 
-term and remains in force until the end of the Subscription term. The start 
-date of the Subscription term may be set out in the Order or other Agreement 
-document. If no Subscription start date is specified, the start date shall be 
-the date when Vaadin provides Customer with access to subscribed product or 
-service.
-
-20.1.3. At the end of the Subscription term, the Subscription is automatically 
-renewed for the period length corresponding to the length of the original 
-Subscription term. Customer will be charged with the same payment method as 
-with the most recent Subscription. Customer can terminate any Subscription 
-within the vaadin.com service or by contacting Customer’s contact person at 
-Vaadin at any time. If a right of use is given without a fee, such right of use 
-is valid for the time defined by Vaadin.
-
-20.1.4. Details regarding Subscriptions for Licensed Software
-20.1.5 Upon expiration or termination of a License (in connection with the 
-expiration of a Subscription term or a premature termination of the Agreement), 
-Customer’s and its Authorized Users’ right to Use Licensed Software shall end. 
-Except as set out in Section 20.1.6 below, Customer shall promptly cease use of 
-the Licensed Software and destroy all copies of the Licensed Software in its 
-possession.
-
-20.1.6. With respect to Developer Licenses, Customer may also after the 
-Subscription term continue permitted redistribution of the Licensed Software as 
-part of Customer’s Project Result, providing that the Licensed Software is not 
-further developed or modified or used as a component or framework in a software 
-development project or used in another way that would require a valid Developer 
-License. In case the Agreement is terminated due to Customer’s breach of the 
-Agreement, Vaadin shall, however, be entitled to terminate Customer’s possible 
-right of redistribution. Any licenses Customer has granted to the Project 
-Result in accordance with the terms and conditions of these Commercial Terms 
-will, however, survive termination of the Agreement.
-
-20.1.7. With respect to Runtime Licenses, Customer’s and its sub-licensees’ 
-(i.e., possible permitted customers of Customer’s Authorized Application(s)) 
-right to Use Licensed Software ends on the day that the Subscription expires or 
-is terminated.
-
-20.2. Consulting
-20.2.1. An Agreement on Consulting shall commence as of the Effective Date and 
-remain in effect until further notice or for any fixed term agreed by the 
-Parties (“Consulting Term”). During the Consulting Term, each SOW shall remain 
-in effect until the Services have been delivered to Customer or as otherwise 
-agreed by the Parties in the SOW. The termination of a SOW shall not cause the 
-termination of any other SOW.
-
-20.2.2. Either Party may terminate any SOW during the Consulting Term for any 
-reason or no reason by giving thirty (30) days’ written notice to the other 
-Party. 
-
-20.3. General provisions
-20.3.1. Vaadin may stop providing its Subscriptions or Services, or terminate 
-the Agreement upon written notice of termination to Customer, if Customer has 
-not paid a due and correct payment despite a written reminder, or Customer 
-otherwise breaches any obligation under the Agreement, becomes insolvent or 
-ceases doing business in the ordinary course. Vaadin may also stop providing 
-Subscriptions or Services to Customer if Vaadin is investigating suspected 
-misuse. If Customer’s breach is capable of being remedied, the Agreement may be 
-terminated only if Customer has not rectified its breach within seven (7) days 
-from the written notice of Vaadin.
-
-20.3.2. If Customer terminates the Agreement, no pre-paid Subscription or 
-Service fees will be returned. If Vaadin terminates the Agreement prematurely, 
-excluding termination due to Customer’s breach of any obligations under the 
-Agreement, pre-paid Service fees will be refunded in proportion to non-rendered 
-Services. All accrued Service fees shall be invoiced and paid upon termination 
-of the Agreement within 45 days.
-
-21. Survival
-21.1. Any sections of the Agreement containing provisions on Intellectual 
-Property Rights, licensing restrictions, confidentiality, use of name, 
-non-solicitation, warranties and warranty disclaimers, limitations of 
-liability, audits rights, governing law and jurisdiction, and any term of the 
-Agreement which, by its nature, is intended to survive termination or 
-expiration, will remain in effect following any termination or expiration if 
-the Agreement, as will Customer’s obligation to pay any fees accrued and owing 
-to Vaadin as of termination or expiration.
-
-22. Warranties
-22.1. LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND 
-EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 
-EXCEPT AS EXPRESSLY PROVIDED IN THESE COMMERCIAL TERMS, NEITHER PARTY MAKES ANY 
-WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED 
-WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR 
-PURPOSE, ANY IMPLIED WARRANTY THAT ANY SOFTWARE, PRODUCT OR SERVICE WILL MEET 
-ALL NEEDS AND EXPECTATIONS, BE ERROR-FREE, OR BE OF CERTAIN CONDITION, QUALITY 
-OR DURABILITY, OR FUNCTION OR PERFORM IN A CERTAIN WAY. ALL SUCH WARRANTIES, 
-CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
-
-23. Limitation of Liability
-23.1. VAADIN AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY 
-INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT 
-NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF 
-REVENUES, LOSS OF BUSINESS OPPORTUNITIES AND LOSS OF GOODWILL, OR FOR DAMAGES 
-CAUSED TO THIRD PARTIES OR BY THE PURCHASE OF REPLACEMENT PRODUCTS OR SERVICES, 
-HOWSOEVER CAUSED, EVEN IF THEY HAVE BEEN ADVISED OF OR SHOULD HAVE FORESEEN 
-SUCH DAMAGES.
-
-23.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF 
-A PARTY TOWARDS THE OTHER PARTY IN RELATION TO THE AGREEMENT IS LIMITED TO A 
-MAXIMUM OF 50 % OF THE PRICE PAYABLE FOR THE AGREED SUBSCRIPTION, PRODUCT OR 
-SERVICE DIRECTLY RELATED TO THE CAUSE OF ACTION ASSERTED UNDER THE RELEVANT 
-AGREEMENT. IN CASE OF SUBSCRIPTIONS, THE AFOREMENTIONED 50 % LIMIT IS 
-CALCULATED BASED ON THE SUBSCRIPTION FEE FOR THE MOST RECENT SUBSCRIPTION TERM. 
-IN CASE OF CONSULTING CARRIED OUT OUTSIDE A SUBSCRIPTION, THE AFOREMENTIONED 50 
-% LIMIT IS CALCULATED BASED ON THE TOTAL VALUE OF THE CONSULTING UNDER THE 
-RELEVANT SOW.
-
-23.3. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF 
-ACTION OR LEGAL THEORY PLED OR ASSERTED, INCLUDING NEGLIGENCE, TORT, BREACH OF 
-CONTRACT AND WARRANTY.
-
-24. Statute of Limitation
-24.1. The Parties agree that any action in relation to an alleged breach of the 
-Agreement shall be commenced within one (1) year of the date of the breach, 
-without regard to the date the breach is discovered. Any action not brought 
-within that one (1) year time period shall be barred, without regard to any 
-other limitations period set forth by law or statute.
-
-25. Complaints
-25.1. If at any time a Customer User would like to discuss with Vaadin how the 
-Subscriptions or Services can be improved or if a Customer User has a complaint 
-about the Subscriptions or Services, such Customer User is invited to contact 
-the Vaadin contact person identified in the Agreement. Vaadin will investigate 
-any complaints promptly and do what it can to resolve the difficulties.
-
-26. Governing Law and Jurisdiction
-26.1. For customers domiciled in the United States
-26.1.1. If Customer’s domicile is in the United States, the Agreement shall be 
-governed by and construed in accordance with the substantive laws of the State 
-of California. The Agreement shall be construed and enforced without regard to 
-the United Nations Convention on the International Sale of Goods (CISG). Any 
-dispute or controversy or claim arising out of or relating to the Agreement, or 
-the breach, termination or validity thereof, shall be resolved by final and 
-binding arbitration in accordance with the International Chamber of Commerce 
-Rules of Arbitration, by one (1) arbitrator appointed according to the 
-aforementioned rules. The arbitration shall be conducted in the English 
-language in San Francisco, California, United States.
-
-26.2. For customers domiciled outside the United States
-26.2.1. If Customer’s domicile is outside the United States, the Agreement 
-shall be governed by and construed in accordance with the substantive laws of 
-Finland, excluding its choice of law provisions and the United Nations 
-Convention on Contracts for the International Sale of Goods (CISG). Any 
-dispute, controversy or claim arising out of or relating to the Agreement, or 
-the breach, termination or validity thereof, shall be finally settled by 
-arbitration in accordance with the Arbitration Rules of the Finland Chamber of 
-Commerce. The number of arbitrators shall be one. The seat of arbitration shall 
-be Turku, Finland. The language of the arbitration shall be English.
-
-26.3. Waiver of Jury Trial
-26.3.1. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT OR ANY SOW 
-INCORPORATED IN THE AGREEMENT, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN 
-ANY PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SUBSCRIPTIONS, 
-PRODUCTS AND SERVICES PROVIDED HEREUNDER.
-
-27. Miscellaneous
-27.1. Force Majeure
-27.1.1. Except for the obligation to pay sums due hereunder, neither Party 
-shall be responsible for defaults, delays or failures in performance of the 
-Agreement (including, without limitation, war or insurrection, earthquake, 
-flood or other similar natural catastrophe, pandemics, interruptions in general 
-traffic, data communication or supply of electricity, technical malfunctions, 
-denial-of-service attacks, computer errors, corruption or loss of information, 
-import or export embargo, strike, lockout, boycott or other similar industrial 
-action) resulting from acts, events, circumstances or causes beyond its 
-control, including also a force majeure encountered by a subcontractor of a 
-Party.
-
-27.2. Entire Agreement and Order of Precedence
-27.2.1. The Agreement, including within limitation the Order or SOW, these 
-Commercial Terms and any other appendices, comprise the entire agreement 
-between Customer and Vaadin and supersedes all prior or contemporaneous 
-negotiations, discussions or agreements, whether written or oral, between the 
-parties regarding the subject matter of the Agreement.
-
-27.2.2. In case of discrepancies between the documents constituting part of the 
-Agreement, the following order of precedence shall apply: (i) the Order, SOW or 
-other mutually signed Agreement document, (ii) these Commercial Terms, (iii) 
-other appendices of the Agreement (the appendices are applied as mutually 
-supplementary).
-
-27.3. Notices
-27.3.1. Notices and communications shall be in writing and deemed served when 
-received by hand delivery, certified mail (return receipt requested), by 
-recognized overnight courier or by e-mail that is replied to by a contact 
-person of the other Party.
-
-27.4. No Waiver
-27.4.1. The failure of a Party to exercise any right or privilege arising out 
-of the Agreement shall not preclude it from requiring that the other Party 
-fully performs its obligations and shall not preclude the Party from exercising 
-such a right or privilege at any time.
-
-27.5. Headings
-27.5.1. The headings in these Commercial Terms are for the convenience of the 
-Parties only and are not intended to define or limit the scope or 
-interpretation of the Commercial Terms or any provision hereof.
-
-27.6. Severability
-27.6.1. If any provision of the Agreement shall be held invalid, illegal or 
-unenforceable, the remaining provisions shall not be affected or impaired.
-
-27.7. Export Control
-27.7.1. The Licensed Software may be subject to import and export controls in 
-other countries. Customer agrees to strictly comply with all applicable import 
-and export regulations and acknowledge that Customer has the responsibility to 
-obtain licenses to export, re-export, transfer or import Licensed Software.
-
-27.8. Assignment
-27.8.1. Neither Party shall have the right to assign the Agreement to a third 
-party without the prior written consent of the other Party. However, Vaadin 
-shall have the right to assign the Agreement and the rights and obligations 
-contained therein to a company belonging to the same group of companies as 
-Vaadin, and to a third party to which the business of Vaadin is transferred. 
-Furthermore, Vaadin may assign its rights to amounts payable to it under the 
-Agreement.
-
-27.9. Language
-27.9.1. The official text of the Agreement, any notices given, or accounts or 
-statements required hereby shall be in English.
-
-27.10. Changes to these Commercial Terms
-27.10.1 Vaadin may change these Commercial Terms at any time, upon thirty (30) 
-days prior written notice. The changed Commercial Terms shall apply to any new 
-Orders and Agreements entered into after the effective date of the change. As 
-regards Subscriptions, the changed Commercial Terms shall apply from the 
-beginning of a renewed Subscription term, provided that Vaadin has notified 
-Customer of the changed Commercial Terms no less than thirty (30) days prior to 
-the renewal of the Subscription. If Customer does not agree to the amendment, 
-it may terminate the affected Agreement by providing written notice to Vaadin 
-prior to the effective date of the change (unless Vaadin decides to cancel the 
-respective amendment before such effective date, in which case no termination 
-right exists). Otherwise, the Agreement may be modified only by an express 
-written agreement executed by authorized representatives of each Party.
+This program is available under Vaadin Commercial License and Service Terms.
+See https://vaadin.com/commercial-license-and-service-terms for the full
+license.